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NDAs EXPLAINED: What should I include in my NDA?



All non-disclosure agreements (aka NDAs) should include these five main components:


A Non-Disclosure Obligation


This is the affirmative duty by the Recipient to keep your information confidential and not to disclose it to others.


Access and Use Restrictions


Who has access? Is it your employees on a need-to-know basis? Is it access for a specific business purpose? What can the confidential information be used for? Is use limited to the business purpose that created the need to exchange information in the first place? Check out our NDA builder below. It will allow you customize these specific sections of the NDA to tailor it for your specific business objectives.


Security Requirements


Are there specific security measures the Recipient must have in place before receiving your confidential information? If so, that should be spelled out in the NDA.


Term


How long must the parties keep information confidential after termination or expiration of the NDA? This can be indefinite or fixed (i.e. 3-5 years). If you are the Recipient, then you’ll push for a fixed term.If you’re the disclosing party, then you’ll push for an indefinite term.


Return or Destruction Obligations


Must the parties return all confidential information after expiration of the agreement or upon request? Can they simply destroy it? If they destroy it, must they show proof of destruction? The NDA must be clear on how the Recipient should handle confidential information post-termination.


Other provisions might include non-solicitation, indemnification, warranty disclaimers, and intellectual property rights. All these terms are key to safeguarding your trade secrets and other information assets.


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